James River Group Holdings completed Fleming Intermediate Holdings' $277 million acquisition of James River's property and casualty reinsurance business after a legal dispute that threatened to derail the deal. announced.
The deal, first announced in November 2023, hit a roadblock when Fleming resisted completion after it was suggested James River had misrepresented the level of its liability to JRG Reinsurance. .
James River filed suit on March 11 to force Fleming to fulfill its contractual obligation to complete the acquisition in accordance with the terms of the original stock purchase agreement (SPA).
Fleming responded with its own legal action on March 26, asking the court to deny James River's preliminary injunction. The legal filing states that James River “punched-bagged Mr. Fleming with revelations regarding unusually low reserves.”
“This is not buyer's remorse. It's a bait-and-switch,” the Fleming court filing says.
Fleming CEO Eric Haller called James River's lawsuit “without merit” in a press statement released March 28.
However, the court disagreed with Fleming. On April 8, the New York County Supreme Court, Commercial Division, ordered Fleming to complete the acquisition of JRG Re by April 16, 2024. insurance journal The company planned to appeal, but the deal was ultimately completed on April 16.
“We are pleased to have successfully completed the sale of JRG Re to Fleming pursuant to a stock purchase agreement jointly negotiated by both parties and executed on November 8, 2023,” said James River Chief Executive Officer. Frank D'Orazio commented: Media statement.
Mr. Fleming would not comment on the completion of the acquisition.
“James River will continue to focus its resources on our core U.S. insurance businesses where we have meaningful scale, including our E&S and fronting businesses,” D'Orazio added.
Bermuda-based James River Group Holdings owns and operates a group of specialty insurance and reinsurance companies in three specialty property and casualty insurance and reinsurance segments: excess and surplus insurance, specialty recognized insurance and property and casualty reinsurance. It is operated.
Fleming is a portfolio company of private equity sponsor Altamont Capital Partners, based in Palo Alto, California.
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Mergers and Acquisitions Reinsurance Damage Compensation
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